Mr. Denis Laviolette reports
DUCKWORTH CAPITAL CORP. ANNOUNCES COMPLETION OF QUALIFYING TRANSACTION, SHARE CONSOLIDATION AND CHANGES NAME TO GOLDSPOT DISCOVERIES CORP.
Goldspot Discoveries Corp. (formerly, Duckworth Capital Corp.) has completed its previously announced business combination between the company and Goldspot Discoveries Inc., effective Feb. 8, 2019. The business combination resulted in a reverse takeover of the company by the shareholders of Goldspot. The common shares of the company are expected to resume trading on the TSX Venture Exchange under the symbol SPOT at a date to be approved by the TSX Venture Exchange and announced by the company. The completion of the transaction constitutes the company’s qualifying transaction, as defined in Policy 2.4 of the TSX-V policy manual, and received approval by the TSX-V.
The transaction proceeded by way of a three-cornered amalgamation, pursuant to which Goldspot, a private company that leverages machine learning to reduce capital risks and increase efficiency and success in resource exploration and investment, amalgamated with 2639781 Ontario Inc., a wholly owned subsidiary of the company, resulting in the company acquiring all of the issued and outstanding shares of Goldspot in an arm’s-length transaction. Pursuant to the amalgamation, all of the issued and outstanding common shares of Goldspot were exchanged for company shares on the basis of 82.73481801 company shares for each one Goldspot share held. As a result, approximately 139,200,795 preconsolidation company shares were issued to former Goldspot shareholders.
As a result of the amalgamation, Goldspot and Subco amalgamated to form Goldspot Holdings Inc., a wholly owned subsidiary of the company. The company has its head office in Toronto, Ont., and an office in Montreal, Que., and will carry on business through its subsidiary, Goldspot Holdings.
Conversion of Goldspot subscription receipts
As announced on Feb. 1, 2019, Goldspot issued an aggregate of 456,906 subscription receipts for gross proceeds of $7,561,794. Cash commissions in the amount of $520,001.66 were paid to the agents in connection with the subscription receipt financing, as well as the issuance to the agents of broker warrants exercisable into an aggregate of 2,624,265 preconsolidation company shares at a posttransaction price of 20 cents per preconsolidation company share for a period of one year from the date of closing of the transaction. A corporate finance fee of $100,000 ($50,000 in cash and 50 per cent satisfied by the issuance of Goldspot shares representing 249,941 preconsolidation company shares) was paid to the agent in connection with the transaction.
In connection with the completion of the transaction, the escrowed proceeds of $7,561,794 from the sale of the 456,906 subscription receipts of Goldspot, which were held in escrow by an escrow agent pending satisfaction of all conditions precedent to the completion of the transaction, were released to the company and the subscription receipts were indirectly converted into approximately 37,801,990 preconsolidation company shares.
Upon completion of the transaction, there are an aggregate of 189,052,785 preconsolidation company shares issued and outstanding (non-diluted), of which the shareholders of the company represent approximately 6.4 per cent and the shareholders of Goldspot hold approximately 93.6 per cent.
Name change and consolidation
In connection with the transaction, the company changed its name to Goldspot Discoveries Corp. and consolidated all of the issued and outstanding company shares by changing each two company shares into one company share. Upon completion of the consolidation, the 189,052,785 issued and outstanding company shares were consolidated into approximately 94,526,362 company shares.
Directors and management
Upon completion of the transaction, a new slate of directors replaced the former directors of the company. The company previously disclosed in its filing statement dated Oct. 30, 2018, and in other public disclosures that upon completion of the transaction the company’s board would include Cejay Kim and Sheldon Inwentash, and the company’s audit committee would include Collin Kettell and Mr. Inwentash. Upon completion of the transaction, those individuals were replaced on the board of the company by Donovan Pollitt and Albert Contardi. Accordingly, the members of the executive management team and directors of the company are as laid out in this news release.
Denis Laviolette — chief executive officer, president and director
Mr. Laviolette has over 10 years of experience in exploration, mine operations and capital markets. He has worked in Northern Ontario (Timmins, Kirkland Lake and Red Lake), Norway and Ghana, and he was responsible for a diverse array of responsibilities, including grassroots exploration, start-up mine management and advanced mine operations. Mr. Laviolette worked as a mining analyst with Pinetree Capital Ltd. and now serves as a mining analyst and vice-president of corporate development for ThreeD Capital Inc. He is also the president of New Found Gold Corp. and a director of Xtra-Gold Resources Corp., Northern Sphere Mining Corp. and Tartisan Resources Corp. Mr. Laviolette has a BSc in Earth sciences (geology) from Brock University.
Vincent Dube-Bourgeois — chief operating officer and director
Mr. Dube-Bourgeois worked for the Ontario Geological Survey (OGS) and Noront Resources Ltd., wherein he led the MSc project, which consisted of describing and interpreting the geochemistry and geodynamic setting of the volcanic rocks hosting the gold-rich Lalor VMS (volcanogenic massive sulphide) deposit in Snow Lake, Man. Mr. Dube-Bourgeois holds a BSc in geology from the University of Ottawa.
Ramon Barua — director
Mr. Barua is currently the chief financial officer of Hochschild Mining PLC. He was previously the chief executive officer of Fosfatos del Pacifico, a mining project in northern Peru owned by Cementos Pacasmayo, an associate company of the Hochschild Group. During 2008, Mr. Barua was the general manager for Hochschild Mining’s Mexican operations, having previously worked as deputy chief executive officer and chief financial officer of Cementos Pacasmayo. Prior to joining Hochschild, Mr. Barua was a vice-president of debt capital markets with Deutsche Bank in New York for four years and a sales analyst with Banco Santander in Peru. Mr. Barua is an economics graduate from Universidad de Lima and holds an MBA from Columbia Business School.
Cejay Kim — chief business officer
Mr. Kim is the chief investment officer of Palisade Global Investments. He previously served in a senior capacity at ReQuest Equities, a merchant bank in the junior resource sector supported by the KCR Fund, a $100-million venture backed by Marin Katusa, Doug Casey and Rick Rule. Mr. Kim holds a BA in economics from the University of Calgary and an MBA in global asset and wealth management from Simon Fraser University, is a CFA (chartered financial analyst) charterholder, and is a member of the Calgary CFA Society.
Binh Quach — chief financial officer
Mr. Quach is a chartered professional accountant with over 20 years experience working for both public and private companies. Mr. Quach was the controller of Pinetree Capital Ltd. for 14 years. He is currently the controller of ThreeD Capital and chief financial officer of New Found Gold.
Donovan Pollitt — independent director, audit committee member
Mr. Pollitt has over 15 years of resource industry experience, ranging from grassroots exploration to underground and open-pit mining explorations. His mining operation experiences have included small, high-grade underground mines in North America, South America and Southern Africa. He also offers proven experience in financing, permitting, environmental work and community consultations. Most recently, he was the president and CEO of Wesdome Gold Mines Ltd. Mr. Pollitt holds a BASc from the Lassonde Mining Program at the University of Toronto and an MBA from the MIT Sloan School of Management. Mr. Pollitt is a PEng and a CFA charterholder.
Albert Contardi — independent director, audit committee member
Mr. Contardi is a consultant/adviser with over 15 years of legal, investment and capital markets experience. He advises on and structures corporate finance transactions in the mining, technology and biotechnology sectors to maximize enterprise value or specific projects/assets. Mr. Contardi has extensive experience in advising a broad range of clients, including both senior and junior issuers, underwriters, agents, selling security holders, entrepreneurs, and private corporations. Previously, he was vice-president of corporate finance and compliance at an exempt market dealer, where his responsibilities included advising on public and private equity and debt financings, public listings, mergers and acquisitions, and other corporate transactions. Mr. Contardi began his career practising law as an associate in the corporate/securities law practices at Gowling Lafleur Henderson LLP and Goodman and Carr LLP. He has been called to the Ontario Bar, is a member of the Law Society of Upper Canada and is a graduate of Queen’s University Law School.
As Goldspot raised at least $7.5-million, securities held by the directors, officers and 10-per-cent shareholders of the company upon completion of the transaction are subject to Tier 1 value escrow agreement as required by the TSX-V. An aggregate of 31,718,948 postconsolidated company shares and 1,861,533 stock options of the company shall be released in accordance with such escrow agreement as follows: 25 per cent released on the date of the TSX-V bulletin; 25 per cent released six months after the date of the bulletin; 25 per cent released 12 months after the date of the bulletin; and 25 per cent released 18 months after the date of the bulletin.
Additionally, an aggregate of 13,984,013 postconsolidated company shares are subject to TSX-V seed share resale restrictions consistent with the Tier 1 value escrow release schedule noted in this news release, and an aggregate of 12,256,126 postconsolidated company shares are subject to TSX-V seed share resale restrictions such that 20 per cent is released on closing of the transaction, and 20 per cent released each month following the transaction.
About Goldspot Discoveries Corp.
Goldspot is a technology company that leverages machine learning to reduce capital risk, while working to increase efficiencies and success rates in resource exploration and investment. Goldspot combines proprietary technology with traditional domain expertise, offering a front-to-back service solution to its partners. Goldspot’s solutions target big data problems, making full use of historically unutilized data to better comprehend resource property potential. Goldspot has developed a monetization strategy into multiple verticals of the mining and investment industry, including service offerings, staking and royalty acquisition, and the development of its own artificial-intelligence-driven trading platform.